Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 30, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 000-55331 | ||
Entity Registrant Name | REBUS HOLDINGS INC. | ||
Entity Central Index Key | 0001421204 | ||
Entity Tax Identification Number | 20-0438951 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 2629 Townsgate Road | ||
Entity Address, Address Line Two | Suite 215 | ||
Entity Address, City or Town | Westlake Village | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 91361 | ||
City Area Code | (818) | ||
Local Phone Number | 597-7552 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 766,023 | ||
Entity Common Stock, Shares Outstanding | 32,132,907 | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Name | RBSM LLP | ||
Auditor Firm ID | 587 | ||
Auditor Location | New York, NY |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 5 | $ 711 |
Prepaid expenses | 4 | |
Total current assets | 5 | 715 |
Total assets | 5 | 715 |
Current liabilities: | ||
Accounts payable | 1,664 | 1,801 |
Accounts payable - related party | 310 | 294 |
Accrued expenses | 2,078 | 2,004 |
Convertible debentures, net of unamortized discount of $0 and $212 | 20 | 250 |
Convertible debenture - related party, net of unamortized discount of $0 and $46 | 290 | 154 |
Derivative liability | 880 | 1,124 |
Total current liabilities | 5,242 | 5,627 |
Long-term liabilities: | ||
Convertible debentures, net of current | 20 | |
Convertible debentures - related party, net of current | 90 | |
Total long-term liabilities | 110 | |
Total liabilities | 5,242 | 5,737 |
Commitments and contingencies (Note 8) | ||
Stockholders’ deficit: | ||
Common stock, par value $.0001 per share; 1,000,000,000 shares authorized, 32,132,907 and 11,769,221 shares issued and outstanding, respectively | 3 | 1 |
Additional paid-in capital | 60,057 | 59,254 |
Accumulated deficit | (65,297) | (64,277) |
Total stockholders’ deficit | (5,237) | (5,022) |
Total liabilities and stockholders’ deficit | 5 | 715 |
Series A Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Convertible preferred stock | ||
Series B Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Convertible preferred stock | ||
Series C Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Convertible preferred stock | ||
Series D Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Convertible preferred stock | ||
Series E Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Convertible preferred stock | ||
Series F Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Convertible preferred stock |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Net of unamortized discount, convertible debentures | $ 0 | $ 212 |
Unamortized discount | $ 0 | $ 46 |
Convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 29,978,846 | 29,978,846 |
Convertible preferred stock, shares issued | 0 | 0 |
Convertible preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 32,132,907 | 11,769,221 |
Common stock, shares outstanding | 32,132,907 | 11,769,221 |
Series A Preferred Stock [Member] | ||
Convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 1,854 | 1,854 |
Convertible preferred stock, shares issued | 134 | 134 |
Convertible preferred stock, shares outstanding | 134 | 134 |
Series B Preferred Stock [Member] | ||
Convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 1,000 | 1,000 |
Convertible preferred stock, shares issued | 71 | 71 |
Convertible preferred stock, shares outstanding | 71 | 71 |
Series C Preferred Stock [Member] | ||
Convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 300 | 300 |
Convertible preferred stock, shares issued | 290 | 290 |
Convertible preferred stock, shares outstanding | 290 | 290 |
Series D Preferred Stock [Member] | ||
Convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 5,000 | 5,000 |
Convertible preferred stock, shares issued | 5,000 | 5,000 |
Convertible preferred stock, shares outstanding | 5,000 | 5,000 |
Series E Preferred Stock [Member] | ||
Convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 5,000 | 5,000 |
Convertible preferred stock, shares issued | 5,000 | 5,000 |
Convertible preferred stock, shares outstanding | 5,000 | 5,000 |
Series F Preferred Stock [Member] | ||
Convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 8,000 | 8,000 |
Convertible preferred stock, shares issued | 8,000 | 8,000 |
Convertible preferred stock, shares outstanding | 8,000 | 8,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating expenses: | ||
Research and development | $ 239 | $ 494 |
General and administrative | 425 | 528 |
Total operating expenses | 664 | 1,022 |
Loss from operations | (664) | (1,022) |
Other income (expense): | ||
Gain (loss) on change in fair value of derivative liability | (263) | 3,687 |
Gain (loss) on conversion of debt | (24) | 1,116 |
Interest (expense), net | (69) | (1,083) |
Income (loss) before provision for income taxes | (1,020) | 2,698 |
Provision for income taxes | ||
Net income (loss) | $ (1,020) | $ 2,698 |
Net income (loss) per common share, basic | $ (0.03) | $ 0.35 |
Net income (loss) per common share, diluted | $ (0.03) | $ (0.07) |
Weighted average shares outstanding, basic | 31,819,481 | 7,645,188 |
Weighted average shares outstanding, diluted | 31,819,481 | 21,132,450 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT - USD ($) $ in Thousands | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 54,472 | $ (66,975) | $ (12,503) | ||
Beginning balance, shares at Dec. 31, 2020 | 18,495 | 2,478,848 | |||
Conversion of notes | $ 1 | 4,446 | 4,447 | ||
Conversion of notes, shares | 9,290,364 | ||||
Director compensation waived | 336 | 336 | |||
Issuance of common stock in settlement of options, pursuant to merger | |||||
Issuance of common stock in settlement of options, pursuant to merger, shares | 9 | ||||
Net loss | 2,698 | 2,698 | |||
Ending balance, value at Dec. 31, 2021 | $ 1 | 59,254 | (64,277) | (5,022) | |
Ending balance, shares at Dec. 31, 2021 | 18,495 | 11,769,221 | |||
Conversion of notes | $ 2 | 788 | 790 | ||
Conversion of notes, shares | 20,363,686 | ||||
Net loss | (1,020) | (1,020) | |||
Imputed interest on notes | 15 | 15 | |||
Ending balance, value at Dec. 31, 2022 | $ 3 | $ 60,057 | $ (65,297) | $ (5,237) | |
Ending balance, shares at Dec. 31, 2022 | 18,495 | 32,132,907 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (1,020) | $ 2,698 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
(Gain) loss on change in fair value of derivative liability | 263 | (3,687) |
(Gain) loss on conversion of debt | 24 | (1,116) |
Amortization of debt discount | 54 | 828 |
Imputed interest on notes payable | 15 | |
Finance cost | 254 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 4 | (4) |
Accounts payable and accrued expenses | (62) | 334 |
Accounts payable- related party | 16 | |
Cash used in operating activities | (706) | (693) |
Cash flows from investing activities: | ||
Cash flows from financing activities: | ||
Proceeds from convertible notes | 1,000 | |
Cash provided by financing activities | 1,000 | |
Net increase (decrease) in cash | (706) | 307 |
Cash, beginning of year | 711 | 404 |
Cash, end of year | $ 5 | $ 711 |
BACKGROUND
BACKGROUND | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BACKGROUND | NOTE 1 – BACKGROUND Rebus Holdings, Inc. (“we”, “us”, “our company”, “our”, “Rebus,” “Rebus Holdings,” or the “Company”) (formerly known as Inspyr Therapeutics, Inc., see below) was formed under the laws of the State of Delaware in November 2003, and has its principal office in Westlake Village, California. We are focused on the research and development of novel targeted precision therapeutics for the treatment of cancer. Our approach utilizes our proprietary delivery technology to better enhance immuno-modulation for improved therapeutic outcomes. Our potential first-in-class immune-oncology lead asset, RT-AR001, an adenosine receptor A2B antagonist, is differentiated by its novel microparticle formulation that allows for better tumor infiltration and enhanced outcomes when administered intra-tumorally. Our patented portfolio of adenosine receptor antagonists provides flexibility to optimize treatment based on the specific targets found in each type of cancer. The adenosine receptor modulators include A 2B antagonists, dual A 2A /A 2B antagonists, and A 2A antagonists that have broad development applicability including indications within immuno-oncology and inflammation. Adenosine is implicated in immunosuppression in the tumor microenvironment. Adenosine receptor antagonists may boost the host immune response against the tumor as a single-agent and in combination with other existing immuno-oncology agents leading to enhanced tumor killing and inhibition of metastasis. Adenosine also has anti-inflammatory properties in the acute and chronic setting. Adenosine receptor antagonists may promote a decreased inflammatory response and can potentially treat a broad range of inflammatory and autoimmune based diseases and conditions (e.g., rheumatoid arthritis, joint injury, Crohn’s disease, psoriasis) as well as improve wound healing and decrease pain. Pursuant to our recent termination of license with Ridgeway Therapeutics, Inc., a Delaware Corporation (“Ridgeway”), we reacquired the rights to certain intellectual property, discussed above, and are currently focusing on a pipeline of small molecule adenosine receptor modulators. In October 2020, pursuant to the cancellation of a license agreement whereby we previously licensed US Patent 9,593,118, we reacquired the exclusive right to such patent that covers both A2B and dual A2A/A2B antagonists. Accordingly, going forward our major focus will be to: (i) further characterization of the anti-cancer activity of our unique pipeline delivery platform containing A2B and dual A2A/A2B antagonists, leading to selection of a clinical candidate or candidates for an Investigative New Drug or IND enabling studies; and (ii) licensing and/or partnering our delivery platform and the A2B and dual A2A/A2B antagonists for further development. Our ability to execute the business plan is contingent upon our ability to raise the necessary funds. During March 2020, we sold approximately $ 250,000 500,000 500,000 500,000 Adoption of Agreement and Plan of Merger and Consummation of Reorganization On September 28, 2021 the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) to implement a holding company reorganization, which became effective on October 11, 2021 at 5:00 p.m. Eastern Time (the “Effective Time”). The Merger Agreement was entered into by and among Inspyr Therapeutics, Inc., Rebus Holdings, Inc., and Rebus Sub, Inc., a wholly-owned subsidiary of Rebus Holdings which has resulted in Rebus becoming the direct parent company of Inspyr Therapeutics and replacing Inspyr Therapeutics as the public company trading on the OTC Markets (“OTC”) (the “Reorganization”). Further, the Company began trading under the symbol RBSH on November 9, 2021. Upon consummation of the Reorganization (and the Reverse Stock Split as defined below), Inspyr stockholders automatically became stockholders of Rebus Holdings, on a one-for-one basis, with the same number and approximate ownership percentage of shares of the same class as they held in Inspyr immediately prior to the Effective Time. The Reorganization was intended to be a tax-free transaction for U.S. federal income tax purposes for Inspyr stockholders. As a result of the Reorganization, Rebus Holdings became the successor issuer to Inspyr Therapeutics pursuant to Rule 12g-3(a) of the Exchange Act, and as a result, shares of Rebus Holdings Common Stock are deemed registered under Section 12(g) of the Exchange Act as the Common Stock of the successor issuer. Reverse Stock Split On September 1, 2021, the Board of Directors approved a one-for-seventy-five ( 1-for-75 Post Reverse Stock Split and Reorganization Information The Company began trading on post Reverse Stock Split and Reorganization basis on the Pink Sheets of the OTC Markets Group on October 12, 2021. The symbol remained NSPX until November 9, 2021, at which time the Company began trading under the symbol RBSH. The officers and members of the Board of Inspyr became the officers and members of the board of directors of the Rebus Holdings. Pursuant to the Reorganization, Rebus Holdings has, on a consolidated basis, the same assets, businesses, and operations as Inspyr Therapeutics had immediately prior to the Reorganization. Termination of License Agreement On October 5, 2020, the Company entered into an agreement with Ridgeway (“Termination Agreement”) whereby the parties terminated the licensing agreement previously entered into on August 3, 2018 (“Licensing Agreement”), The Company had previously licensed certain technologies related to targeting adenosine receptor antagonists for the treatment of cancer (the “Licensed Assets”). As a result of the Termination Agreement, the Company reacquired full ownership and worldwide rights to all of the Licensed Assets as well as any improvements made thereto. In exchange for entering into the Termination Agreement, the Company issued to Ridgeway: (i) 866,667 8,000 25,000 Pursuant to the Certificate of Designation of the Series F Preferred Stock, each share of Series F Preferred Stock has a stated value of $10.00 per share and is convertible into Common Stock at any time at the election of the holder. In the aggregate, all of the Series F Preferred Stock issued to Ridgeway is convertible into such number of shares of Common Stock equal to eighty percent (80%) of the issued and outstanding shares of Common Stock, post-conversion, on the conversion date (taking into effect any forward or reverse stock splits or consolidations). The Series F Preferred Stock votes on an as if converted to Common Stock basis. Additionally, upon the Company’s outstanding Convertible Debentures (as such term is defined in the Certificate of Designation) being terminated, converted, or otherwise extinguished, the Series F Preferred Stock will automatically convert into Common Stock. Pursuant to the Termination Agreement, in the event that the Company is unable to secure equity financing resulting in aggregate gross proceeds to the Company of at least $ 5,000,000 As a result of the issuance of the Common Shares and Series F Preferred Stock, Ridgeway became the owner of approximately 54.14 |
MANAGEMENT_S PLANS TO CONTINUE
MANAGEMENT’S PLANS TO CONTINUE AS A GOING CONCERN | 12 Months Ended |
Dec. 31, 2022 | |
Managements Plans To Continue As Going Concern | |
MANAGEMENT’S PLANS TO CONTINUE AS A GOING CONCERN | NOTE 2 – MANAGEMENT’S PLANS TO CONTINUE AS A GOING CONCERN Basis of Presentation The opinion of our independent registered accounting firm on our consolidated financial statements contains explanatory going concern language. We have prepared our consolidated financial statements on the basis that we will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. We have incurred losses from operations since inception, we have a working capital deficit of $ 5.2 65,297 To date, we have generated no sales or revenues, have incurred significant losses and expect to incur significant additional losses as we advance our product candidates through development. Consequently, our operations are subject to all the risks inherent in the establishment of a pre-revenue business enterprise as well as those risks associated with a company engaged in the research and development of pharmaceutical compounds. Our cash balances at December 31, 2022 were approximately $ 5,000 100 500,000 500,000 In the event additional financing is not obtained, we may pursue cost cutting measures as well as explore the sale of assets to generate additional funds. If we are required to significantly reduce operating expenses and delay, reduce the scope of, or eliminate any of our development programs or clinical trials, these events could have a material adverse effect on our business, results of operations, and financial condition. These factors raise substantial doubt about our ability to continue as a going concern. The consolidated financial statements do not include any adjustments relating to recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern. Our current cash level raises substantial doubt about our ability to continue as a going concern past the fourth quarter of 2022. If we do not obtain additional funds by such time, we may no longer be able to continue as a going concern and will cease operation which means that our shareholders will lose their entire investment. |
SUMMARY OF CRITICAL ACCOUNTING
SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES | NOTE 3 – SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES Principles of Consolidation The consolidated financial statements include the accounts of the parent company, Rebus Holdings, Inc., (fka Inspyr Therapeutics, Inc.) and its wholly-owned subsidiaries, Inspyr Therapeutics, Inc., Lewis & Clark Pharmaceuticals, Inc. and Ridgeway Therapeutics, Inc. (a California corporation). All significant intercompany accounts and transactions have been eliminated. Reverse Stock Split and Increase in Authorized Shares The one for seventy-five ( 1-for-75 All share and per share data has been retroactively adjusted in the accompanying consolidated financial statements and footnotes for all periods presented to reflect the effects of the Reverse Stock Split and the 2020 Reverse Stock Split. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures. Significant estimates include the fair value of derivative instruments, stock-based compensation, recognition of clinical trial costs and other accrued liabilities. Actual results may differ from those estimates. Research and Development Research and development costs are charged to expense as incurred. Our research and development expenses consist primarily of expenditures for pre-clinical research, toxicology and other studies, manufacturing, clinical trials, compensation and consulting costs associated therewith. We incurred research and development expenses of $ 0.2 0.5 Cash Equivalents For purposes of the statements of cash flows, we consider all highly liquid debt instruments purchased with a maturity date of three months or less to be cash equivalents. We maintain our cash in bank deposit accounts which, at times, may exceed applicable government mandate insurance limits. We have not experienced any losses in our accounts. We did no Concentrations of Credit Risk Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents. The Company places its cash and temporary cash investments with credit quality institutions. At times, such investments may exceed applicable government mandated insurance limits. Cash was $ 5,000 0.7 no Income (Loss) per Share Basic income (loss) per share is calculated by dividing net income (loss) and net income (loss) attributable to common shareholders by the weighted average number of common shares outstanding for the period. The Company’s potentially dilutive securities are detailed in the table below. The potentially dilutive securities have been excluded from the computation of diluted weighted average shares outstanding as of December 31, 2022 and 2021, as they would be anti-dilutive. Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share Year Ended 2022 2021 Shares underlying warrants outstanding 1 23 Shares underlying convertible notes outstanding 49,569,961 35,204,931 Shares underlying convertible preferred stock outstanding 131,804,100 47,172,096 181,374,062 82,377,050 Diluted loss per share for the year ended December 31, 2021 is calculated as follows: Diluted loss per share Year ended December 31, 2021 Net income attributable to common shareholders $ 2,698 Income attributable to convertible instruments (4,928 ) Expense attributable to convertible instruments 829 Diluted loss attributable to common shareholders $ (1,401 ) Basic shares outstanding 7,645,186 Dilutive convertible instruments 13,487,262 Diluted shares outstanding 21,132,448 Diluted loss per share $ (0.07 ) Derivative Liability The Company has financial instruments that are considered derivatives or contain embedded features subject to derivative accounting. Embedded derivatives are valued separately from the host instrument and are recognized as derivative liabilities in the Company’s balance sheet. The Company measures these instruments at their estimated fair value and recognizes changes in their estimated fair value in results of operations during the period of change. The Company values its derivative liabilities using the Black-Scholes option valuation model. The resulting liability is valued at each reporting date and the change in the liability is reflected as change in derivative liability in the statement of operations. Fair Value of Financial Instruments Our short-term financial instruments, including cash, accounts payable and other liabilities, consist primarily of instruments with maturities of one year or less when acquired. We believe that the fair values of our current assets and current liabilities approximate their reported carrying amounts. The derivative liabilities consist of our convertible notes and Series F preferred stock with variable conversion features. The Company uses the Black-Scholes option-pricing model to value its derivative liabilities which incorporate the Company’s stock price, volatility, U.S. risk-free interest rate, dividend rate, and estimated life. Fair Value Measurements The U.S. GAAP Valuation Hierarchy establishes a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on our own assumptions used to measure assets and liabilities at fair value. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The Company has recorded a derivative liability for its convertible notes and preferred stock with variable conversion features as of December 31, 2022 and 2021. The tables below summarize the fair values of our financial liabilities as of December 31, 2022 and 2021 (in thousands): Schedule of fair values of financial liabilities Fair Value at Fair Value Measurement Using 2022 Level 1 Level 2 Level 3 Convertible notes $ 285 - - $ 285 Preferred stock 595 - - 595 Derivative liability $ 880 $ - $ - $ 880 Fair Value at Fair Value Measurement Using 2021 Level 1 Level 2 Level 3 Convertible notes $ 518 - - $ 518 Preferred stock 606 - - 606 Derivative liability $ 1,124 $ - $ - $ 1,124 The reconciliation of the derivative liability measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows (in thousands): Schedule of derivative liability measured at fair value on a recurring basis using unobservable inputs Year ended 2022 2021 Balance at beginning of year $ 1,124 $ 6,828 Additions to derivative instruments - 1,354 Reclassification on conversion (507 ) (3,371 ) Loss (gain) on change in fair value of derivative liability 263 (3,687 ) Balance at end of year $ 880 $ 1,124 Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the reversal of deferred tax liabilities during the period in which the related temporary difference becomes deductible. Stock-Based Compensation We account for our stock-based compensation under ASC 718 “Compensation – Stock Compensation” using the fair value based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the shorter of the service period or the vesting period of the stock-based compensation. This guidance establishes standards for the accounting for transactions in which an entity exchanges it equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option pricing model. Determining the fair value of stock-based compensation at the grant date under this model requires judgment, including estimating volatility, employee stock option exercise behaviors and forfeiture rates. The assumptions used in calculating the fair value of stock-based compensation represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. Other Comprehensive Income The Company does not have any activity that results in Other Comprehensive Income. Recent Accounting Pronouncements There have not been any recent changes in accounting pronouncements and Accounting Standards Update (ASU) issued by the Financial Accounting Standards Board (FASB) during the year ended December 31, 2022 that are of significance or potential significance to the Company. |
SUPPLEMENTAL CASH FLOW INFORMAT
SUPPLEMENTAL CASH FLOW INFORMATION | 12 Months Ended |
Dec. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
SUPPLEMENTAL CASH FLOW INFORMATION | NOTE 4 – SUPPLEMENTAL CASH FLOW INFORMATION The following table contains additional information for the periods reported (in thousands). Schedule of additional information of cash flow Year Ended 2022 2021 Non-cash financial activities: Common stock issued on conversion of notes payable and derivative liability $ 790 $ 4,447 Debentures converted to common stock 462 2,694 Derivative liability extinguished upon conversion of notes payable 507 3,371 Derivative liability issued - 1,354 Accounts payable paid through issuance of debentures - 100 Accrued director fees forgiven and credited to paid in capital - 336 There was no cash paid for interest and income taxes for the years ended December 31, 2022 and 2021. |
INTELLECTUAL PROPERTY
INTELLECTUAL PROPERTY | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTELLECTUAL PROPERTY | NOTE 5 – INTELLECTUAL PROPERTY We solely own or have exclusive licenses to all of our patents and patent applications. Between 2008 and 2011, we entered into license and assignment agreements with Johns Hopkins University (JHU), the University of Copenhagen (UC) and certain co-inventors (Assignee Co-Founders), in which we paid $ 212,000 Intangibles have been fully amortized at December 31, 2022 and 2021. |
ACCRUED EXPENSES
ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | NOTE 6 – ACCRUED EXPENSES Accrued expenses consist of the following (in thousands): Schedule of accrued expenses December 31, 2022 2021 Accrued compensation and benefits $ 1,326 $ 1,326 Accrued research and development 233 233 Accrued other 519 445 Total accrued expenses $ 2,078 $ 2,004 |
DERIVATIVE LIABILITY
DERIVATIVE LIABILITY | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITY | NOTE 7 – DERIVATIVE LIABILITY We account for equity-linked financial instruments, such as our convertible preferred stock, convertible debentures and our common stock warrants as either equity instruments or derivative liabilities depending on the specific terms of the respective agreement. Equity-linked financial instruments are accounted for as derivative liabilities, in accordance with ASC Topic 815 – Derivatives and Hedging, if the instrument allows for cash settlement or issuance of a variable number of shares. We classify derivative liabilities on the balance sheet at fair value, and changes in fair value during the periods presented in the statement of operations, which is revalued at each balance sheet date subsequent to the initial issuance of the stock warrant. We have issued convertible debentures and preferred stock which contain variable conversion features, anti-dilution protection and other conversion price adjustment provisions. As a result, the Company assessed its outstanding equity-linked financial instruments and concluded that the convertible notes and preferred stock are subject to derivative accounting. The fair value of the conversion feature is classified as a liability in the consolidated financial statements, with the change in fair value during the periods presented recorded in the consolidated statement of losses. During the years ended December 31, 2022 and 2021, we recorded loss of approximately $ 0.3 3.7 Schedule of black scholes valuations of derivatives For the Years Ended December 31 2022 2021 Expected dividends 0 0 Expected volatility 198 260 205 262 Risk free interest rate 0.22 4.76 0.06 0.19 Expected term 3 12 3 6 As of December 31, 2022 and 2021, the derivative liability recognized in the financial statements was approximately $ 0.9 1.1 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8 – COMMITMENTS AND CONTINGENCIES Operating Leases The Company currently does not have any ongoing leases for office space. It has availability to office space on an as needed basis. Its employees work on a remote basis. There was no Legal Matters The Company is subject at times to legal proceedings and claims, which arise in the ordinary course of its business. Although occasional adverse decisions or settlements may occur, the Company believes that the final disposition of such matters should not have a material adverse effect on its financial position, results of operations or liquidity. Uncertainty Due to Geopolitical Events Due to Russia’s invasion of Ukraine, which began in February 2022, and the resulting sanctions and other actions against Russia and Belarus, there has been uncertainty and disruption in the global economy. Although the Russian war against Ukraine did not have a material adverse impact on the Company’s financial results for the year ended December 31, 2022, at this time the Company is unable to fully assess the aggregate impact the Russian war against Ukraine will have on its business due to various uncertainties, which include, but are not limited to, the duration of the war, the war’s effect on the economy, its impact to the business of the Company, and actions that may be taken by governmental authorities related to the war. COVID-19 Uncertainty On March 11, 2020, the World Health Organization declared a pandemic related to the rapidly spreading coronavirus (COVID-19) outbreak, which has led to a global health emergency. The extent of the public-health impact of the outbreak is currently unknown and rapidly evolving, and the related health crisis could adversely affect the global economy, resulting in an economic downturn. Any disruption of the Company’s facilities or those of our suppliers could likely adversely impact the Company’s operations. At this time, there is significant uncertainty relating to the potential effect of the novel coronavirus on our business. |
CAPITAL STOCK AND STOCKHOLDERS_
CAPITAL STOCK AND STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
CAPITAL STOCK AND STOCKHOLDERS’ EQUITY | NOTE 9 – CAPITAL STOCK AND STOCKHOLDERS’ EQUITY Preferred Stock The Company is authorized to issue 30,000,000 shares of preferred stock. As of December 31, 2022 and 2021, there were outstanding 133.8 134 71 290 5,000 5,000 8,000 Series F Preferred Stock On October 6, 2020, the Company filed a certificate of designation of Series F Preferred Stock (“Series F COD”) with the Secretary of State of the State of Delaware that contains the rights, preferences, and privileges of the Series F Preferred Stock. Pursuant to the Series F COD, each share of Series F Preferred Stock has a stated value of $ 10.00 8,000 Series E Preferred Stock On May 2, 2020, we sold 5,000 1.00 5,000 1.00 22.50 As provided for in the Series E COD, with respect to a vote of stockholders to approve a reverse split of the Common Stock to occur no later than December 31, 2022 only, each share of Series E Preferred Stock held by a holder, as such, is entitled to 1,333 votes. On any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company (or by written consent of stockholders in lieu of meeting), each holder of outstanding shares of Series E Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Series E Preferred Stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter. Except as provided by law or by the other provisions of the certificate of incorporation, holders of the Series E Preferred Stock shall vote together with the holders of Common Stock as a single class. Series D Preferred Stock During December 2018, we designated 5,000 0.0001 1.00 5,000 5,000 281.25 On any matter presented to the stockholders of the Corporation for their action or consideration at any meeting of stockholders of the Corporation (or by written consent of stockholders in lieu of meeting), each holder of outstanding shares of Series D Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Series D Preferred Stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter. Except as provided by law or by the other provisions of the certificate of incorporation, holders of the Series D Preferred Stock shall vote together with the holders of Common Stock as a single class. Series C Preferred Stock In March and April 2017, we issued 290.43148 shares of Series C 0% Convertible Preferred Stock (the “Series C Preferred Stock”). Pursuant to the certificate of designation of Series C Preferred Stock (“Series C COD”), the Series C Preferred Stock has a stated value of $ 1,000 . Pursuant to the Series C COD, the Series C Preferred Stock is convertible into that number of shares of Common Stock (subject to beneficial ownership limitations as set forth in Section 6(d) of the Series C COD) determined by dividing the stated value of such Series C Preferred Stock by the conversion price in effect. As of December 31, 2022, the conversion price is $ 1,125.00 per share for 200 shares of Series C Preferred Stock and $ 562.50 per shares for 90.43418 shares of Series C preferred, subject to certain beneficial ownership limitations and subject to adjustment pursuant to stock splits and dividends. Series B Preferred Stock In December 2016, we issued 1,000 shares of our Series B 0% Convertible Preferred Stock (the “Series B Preferred Stock”). Pursuant to the certificate of designation of the Series B Preferred Stock (“Series B COD”), the Series B Preferred Stock has a stated value of $ 1,000 per share. Pursuant to the Series B COD, the Series B Preferred stock is convertible into that number of shares of Common Stock (subject to beneficial ownership limitations as set forth in Section 6(d) of the Series B COD), determined by dividing the stated value of such Series B Preferred Stock by the conversion price in effect. As of December 31, 2022, the conversion price is $ 0.0217 per share, subject to adjustment pursuant to stock splits and dividends, and subject to adjustment pursuant to anti-dilution protection for subsequent equity sales and other conversion price adjustments. Series A Preferred Stock In December 2015, we issued 1,853 shares of our Series A 0% Convertible Preferred Stock (the “Series A Preferred Stock”). Pursuant to the certificate of designation of Series A Preferred Stock (“Series A COD”), the Series A Preferred Stock has a stated value of $ 1,000 per share. Pursuant to the Series A COD, the Series A Preferred Stock is convertible into that number of shares of Common Stock (subject to beneficial ownership limitations as set forth in Section 6(d) of the Series A COD), determined by dividing the stated value of such Series A Preferred Stock by the conversion price in effect. As of December 31, 2022, the conversion price is $ 29,812.50 per share, subject to adjustment pursuant to stock splits and dividends. As a result of past equity financings and conversions of debentures, the conversion prices of (i) our Series A Preferred Stock has been reduced to $29,812.50 per share at December 31, 2022, (ii) our Series B Preferred Stock has been reduced to $0.0217 per share at December 31, 2022, (iii) 200 shares of our Series C preferred stock has been reduced to $1,125.00 per share at December 31, 2022, (iv) 90.43418 shares of our Series C Preferred Stock has been reduced to $562.50 per share at December 31, 2022. Common Stock The Company is authorized to issue 1,000,000,000 32,132,907 11,769,221 Reverse Stock Split On September 1, 2021, the Board of Directors approved a one-for-seventy-five ( 1-for-75 All share and per share data has been retroactively adjusted in the accompanying consolidated financial statements and footnotes for all periods presented to reflect the effects of the Reverse Stock Split. Common Stock Activity During the year ended December 31, 2022, we issued a total of 20,363,686 789,699 461,972 23,746 During the year ended December 31, 2021, we issued a total of 9,290,364 4,447,246 2,693,596 1,116,424 During the year ended December 31, 2021, we issued a total of 9 shares of common stock in settlement of outstanding options, pursuant to the merger discussed in Note 1. During the three months ended March 31, 2021, we entered into settlement and release agreements with two of our independent directors for the settlement of past due director fees and the mutual release of all claims. Pursuant to the agreements, the directors agreed to waive an aggregate of $ 435,667 the aggregate payment of $100,000 (of which $50,000 was paid in November 2020 and $50,000 in February 2021) and (ii) immediately prior to the announcement that the Company has received approval from the FDA to commence its first Phase 1 clinical trial after March 1, 2021 (which has yet to occur), common stock purchase options with an aggregate Black Scholes’ value of $80,000, having an exercise price equal to the closing price on the day preceding the announcement, and a term of 10 years. The difference between the amount waived of $435,667 and the cash paid of $100,000 has been credited to paid in capital during 2021. |
STOCK OPTIONS
STOCK OPTIONS | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK OPTIONS | NOTE 10 – STOCK OPTIONS Deferred Compensation Plan In July of 2011, we adopted Executive Deferred Compensation Plan (the Deferred Plan). The Deferred Plan is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the Code). The Deferred Plan is intended to be an unfunded “top hat” plan which is maintained primarily to provide deferred compensation benefits for a select group of our “management or highly compensated employees” within the meaning of Sections 201, 301, and 401 of the Employee Retirement Income Security Act of 1974, as amended (ERISA), and to therefore be exempt from the provisions of Parts 2, 3, and 4 of Title I of ERISA. The Deferred Plan is intended to help build a supplemental source of savings and retirement income through pre-tax deferrals of eligible compensation, which may include cash, option and stock bonus awards, discretionary cash, option and stock awards and/or any other payments which may be designated by the Deferred Plan administrator, as eligible, for deferral under the Deferred Plan from time to time. As administered, the Deferred Plan is used to defer compensation of stock awards granted under our other equity compensation plans and does not by its terms approve any grants or awards. Company Compensation Plans The Company’s 2007 Equity Compensation Plan (2007 Plan), 2009 Executive Compensation Plan (2009 Plan), 2017 Equity Compensation Plan (2017 Plan), and the Inducement Award Stock Option Plan (Inducement Plan) (together, the Plans) provided for the awarding of stock grants, nonqualified and incentive stock options, restricted stock units, performance units or other stock-based awards to officers, directors, employees and consultants of the Company. The purpose of the Plans is to advance the interests of the Company and its stockholders by attracting, retaining and rewarding persons performing services for us and to motivate such persons to contribute to our growth and profitability. Our Plans were administered by a committee of non-employee directors (the Committee). The Committee determined: who shall be granted awards; the vesting periods; the exercise price; and any other terms deemed appropriate for any award. Termination of Compensation Plans Our 2007 Equity Compensation Plan, 2009 Executive Compensation Plan, Inducement Award Stock Option Plan and 2017 Equity Compensation Plan have all expired or been terminated by the Board as of December 31, 2021. The following table summarizes stock option activity for the year ended December 31, 2021: Schedule of stock option activity Number of Weighted- average Weighted- average Outstanding at December 31, 2020 16 $ 355,342 Granted - $ - Settled with shares pursuant to merger (9 ) $ 477,238 Forfeited (7 ) $ 198,619 Outstanding at December 31, 2021 - $ - - No options were issued or exercised during the years ended December 31, 2022 and 2021. no |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2022 | |
Warrants | |
WARRANTS | NOTE 11 – WARRANTS Transactions involving our warrants are summarized as follows: Schedule of transactions involving of warrants Number of Weighted- average Weighted- average Outstanding at December 31, 2020 53 $ 5,033 Granted - $ - Forfeited (30 ) $ 22 Outstanding at December 31, 2021 23 $ 11,568 0.3 Granted - $ - Forfeited (22 ) $ 972 Outstanding at December 31, 2022 1 $ 244,688 0.6 Exercisable at December 31, 2022 1 $ 244,688 0.6 No warrants were issued or exercised during the years ended December 31, 2022 and 2021. The warrants had no intrinsic value at December 31, 2022. The following table summarizes outstanding common stock purchase warrants as of December 31, 2022: Schedule of outstanding common stock purchase warrants Number of Weighted- average Expiration Issued to consultants 1 $ 244,688 August 2023 |
CONVERTIBLE DEBENTURES AND NOTE
CONVERTIBLE DEBENTURES AND NOTES | 12 Months Ended |
Dec. 31, 2022 | |
Convertible Debentures And Notes | |
CONVERTIBLE DEBENTURES AND NOTES | NOTE 12 – CONVERTIBLE DEBENTURES AND NOTES June 2021 Debentures On June 18, 2021, the Company sold an aggregate of $ 600,000 500,000 100,000 9.99 have a conversion price equal to the lesser of $24.75 and 85% of the lowest Volume Weighted Average Price (VWAP) during the five (5) trading days immediately prior to the conversion date, subject to adjustment, as described therein. December 31, 2023 The June Debentures also contain provisions providing for an adjustment in the event of stock splits or dividends, and fundamental transactions. The investors also have the right to participate in subsequent rights offerings and pro rata distributions. Additionally, the June Debentures contains anti-dilution protection in the event of subsequent equity sales at a price that is lower than the then applicable conversion price until such time that the June Debentures are no longer outstanding. Additionally, the Company has the option to redeem some or all of the June Debentures for cash upon notice of twenty (20) trading days provided certain conditions are met by the Company as more fully described in the June Debentures. During the year ended December 31, 2022, $ 461,972 100,000 During the year ended December 31, 2021, $ 38,028 We recorded an initial derivative liability of $ 644,457 600,000 44,457 54,292 203,458 324,561 17,689 no January 2021 Debenture On January 12, 2021, we sold a $ 500,000 500,000 January 12, 2022 9.99 has a conversion price equal to the lesser of $24.75 and 85% of the lowest VWAP during the five (5) trading days immediately prior to the conversion date, subject to adjustment, as described therein. The January Debenture also contains provisions providing for an adjustment in the event of stock splits or dividends, and fundamental transactions. The investor also has the right to participate in subsequent rights offerings and pro rata distributions. Additionally, the January Debentures contains anti-dilution protection in the event of subsequent equity sales at a price that is lower than the then applicable conversion price until such time that the January Debenture is no longer outstanding. Additionally, the Company has the option to redeem some or all of the January Debenture for cash upon notice of twenty (20) trading days provided certain conditions are met by the Company as more fully described in the January Debenture. The January Debentures were fully converted to Common Stock during the year ended December 31, 2021. We recorded an initial derivative liability of $ 709,835 500,000 209,835 327,450 172,550 October 2020 Debentures On October 23, 2020, the Company sold an aggregate of $ 600,000 500,000 100,000 The October Debentures (i) are non-interest bearing, (ii) have a maturity date of October 23, 2021 9.99 have a conversion price equal to the lesser of (i) $24.75 and (ii) 85% of the lowest volume-weighted average price during the five trading days immediately prior to the date of conversion. The October Debentures also contain provisions providing for an adjustment in the event of stock splits or dividends, and fundamental transactions. The holders also have the right to participate in subsequent rights offerings and pro rata distributions. Additionally, the October Debentures contain anti-dilution protection in the event of subsequent equity sales at a price that is lower than the then applicable conversion price until such time that the October Debentures are no longer outstanding. Additionally, the Company has the option to redeem some or all of the October Debentures for cash upon notice of twenty (20) trading days provided certain conditions are met by the Company as more fully described in the October Debentures. Without the approval of the October Debenture holders holding at least 67% of the then outstanding principal amount of the October Debentures, the Company may not (i) amend its charter documents in any manner that adversely affects the rights of any holder, (ii) repay or repurchase or acquire shares of its Common Stock, (iii) repay, repurchase, or acquire certain indebtedness, or (iv) pay cash dividends or distributions on any equity securities of the Company. During the year ended December 31, 2021, $ 500,000 100,000 We had recorded debt discount of $ 600,000 176,389 311,111 619,627 600,000 19,627 March 2020 Debentures On March 6, 2020, the Company sold an aggregate of $ 250,000 July 16, 2020 9.99 Debentures have a conversion price equal to the lesser of (i) $24.75 and (ii) 85% of the lowest volume-weighted average price during the five trading days immediately prior to the date of conversion. The maturity date of the debentures has been extended to June 30, 2021. The March Debentures also contain provisions providing for an adjustment in the event of stock splits or dividends, and fundamental transactions. The holders will also have the right to participate in subsequent rights offerings and pro rata distributions. Additionally, the March Debentures contain anti-dilution protection in the event of subsequent equity sales at a price that is lower than the then applicable conversion price until such time that the March Debentures are no longer outstanding. Additionally, the Company has the option to redeem some or all of the March Debentures for cash upon notice of twenty (20) trading days provided certain conditions are met by the Company as more fully described in the March Debentures. Furthermore, without the approval of the debenture holders holding at least 67% of the then outstanding principal amount of the March Debentures, the Company may not (i) amend its charter documents in any manner that adversely affects the rights of any investor, (ii) repay or repurchase or acquire shares of its common stock, (iii) repay, repurchase, or acquire certain indebtedness, or (iv) pay cash dividends or distributions on any equity securities of the Company. The March Debentures were fully converted to Common Stock during the year ended December 31, 2021. November 2019 Debentures Sabby Volatility Warrant Master Fund, Ltd. has paid certain of our accounts payable in the amount of $ 26,235 26,235 The debentures were fully converted to Common Stock during the year ended December 31, 2021. October 2019 Debentures Effective September 30 2019, Sabby Healthcare Master Fund, Ltd and Sabby Volatility Warrant Master Fund, Ltd. waived certain events of default under debentures and notes issued in our Debenture Offerings and extended the maturity date of such debentures until March 31, 2020 in exchange for the issuance of $ 96,000 The debentures were fully converted to Common Stock during the year ended December 31, 2021. July 2019 Debentures On July 16, 2019, we entered into securities purchase agreements with certain institutional investors. Pursuant to the securities purchase agreement, we issued an aggregate of $ 154,000 154,000 The July 2019 Debentures (i) are non-interest bearing, (ii) have a maturity date one (1) year from the date of issuance and (iii) are convertible into shares of our common stock at the election of the investor at any time, subject to a beneficial ownership limitation of 4.99 9.99 by the investor upon 61 days’ notice. The July 2019 Debentures have a conversion price equal to the lesser of (i) $24.75 and (ii) 85% of the lowest volume-weighted average price during the five trading days immediately prior to the date of conversion. Furthermore, without the approval of the investors holding at least 67% of the then outstanding principal amount of the July 2019 Debentures, the Company may not (i) amend its charter documents in any manner that adversely affects the rights of any Investor, (ii) repay or repurchase or acquire shares of its Common Stock, (iii) repay, repurchase, or acquire certain indebtedness, or (iv) pay cash dividends or distributions on any equity securities of the Company. The Company is also obligated under the Securities Purchase Agreement to pay investors, as partial liquidated damages, a fee of 2.0% of each investor’s initial principal amount of such investor’s July 2019 Debenture in cash upon our failure to have current public information available beginning six (6) months after the issuance date of the Debentures. The July 2019 Debentures were fully converted to Common Stock during the year ended December 31, 2021. December 2018 Notes On December 13, 2018 we issued an aggregate of $ 25,000 25,000 June 30, 2019 10 75 The Notes were fully converted to Common Stock during the year ended December 31, 2021. July 2018 Debentures On July 3, 2018, we entered into securities purchase agreements with certain institutional investors. Pursuant to the securities purchase agreement, we sold an aggregate of $ 515,000 500,000 15,000 515,000 The July 2018 Debentures were fully converted to common stock during the year ended December 31, 2021. September 2017 Debentures On September 12, 2017, we entered into an exchange agreement (“Exchange Agreement”) with certain holders of our Series A Preferred Stock and Series B Preferred Stock. Pursuant to the terms of the Exchange Agreement, we issued to the investors approximately $ 2.5 1,614 1.6 890 0.9 On September 12, 2017, we sold an aggregate of $ 320,000 250,000 70,000 The September 2017 Debentures have substantially the same terms as the July 2019 Debentures. During the year ended December 31, 2021 $ 589,334 110,072 During 2022, we recorded imputed interest on the outstanding September 2017, October 2020 and June 2021 debentures in the amount of $ 15,500 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 13 — RELATED PARTY TRANSACTIONS In September of 2021, we began paying $ 10,000 125,844 110,000 15,844 84,224 40,000 54,141 The company had a balance due to Silvestre Law Group of $ 309,848 294,005 290,000 14,500 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 14 — INCOME TAXES The Company had, subject to limitation, $ 44 39.9 expire at various dates through 2037. 496,000 expire from 2028 through 2042. 1.7 306,000 Schedule of deferred tax assets and liabilities 2022 2021 Deferred tax assets: Net operating loss carryover $ 9,525 $ 9,343 Stock-based compensation - 1,920 Accrued compensation 334 334 Other 30 30 Tax credits 496 485 Total deferred tax assets 10,385 12,112 Less: valuation allowance (10,385 ) (12,112 ) Net deferred tax assets $ - $ - The above NOL carryforward may be subject to an annual limitation under Section 382 and 383 of the Internal Revenue Code of 1986, and similar state provisions if the Company experienced one or more ownership changes which would limit the amount of NOL carryforward that can be utilized to offset future taxable income. In general, an ownership change, as defined by Section 382 and 383, results from transactions increasing ownership of certain stockholders or public groups in the stock of the corporation by more than 50 percentage points over a three-year period. The Company has not completed an IRC Section 382/383 analysis. If a change in ownership were to have occurred, NOL carryforwards could be eliminated or restricted. If eliminated, the related asset would be removed from the deferred tax asset schedule with a corresponding reduction in the valuation allowance. Due to the existence of the valuation allowance, limitations created by future ownership changes, if any, will not impact the Company’s effective tax rate. The actual tax benefit differs from the expected tax benefit for the years ended December 31, 2022 and 2021 (computed by applying the U.S. Federal Corporate tax rate of 21% to income before taxes) are as follows: Schedule of actual tax benefit differs from the expected tax benefit 2021 2020 Statutory federal income tax rate (21.0 )% (21.0 )% State income taxes, net of federal benefits (7.0 )% (7.0 )% Non-deductible items (240.8 )% 38.3 % Valuation allowance 268.8 % (10.3 )% Effective income tax rate - % - % The Company’s tax returns for the previous six years remain open for audit by the respective tax jurisdictions. |
SUMMARY OF CRITICAL ACCOUNTIN_2
SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the parent company, Rebus Holdings, Inc., (fka Inspyr Therapeutics, Inc.) and its wholly-owned subsidiaries, Inspyr Therapeutics, Inc., Lewis & Clark Pharmaceuticals, Inc. and Ridgeway Therapeutics, Inc. (a California corporation). All significant intercompany accounts and transactions have been eliminated. |
Reverse Stock Split and Increase in Authorized Shares | Reverse Stock Split and Increase in Authorized Shares The one for seventy-five ( 1-for-75 All share and per share data has been retroactively adjusted in the accompanying consolidated financial statements and footnotes for all periods presented to reflect the effects of the Reverse Stock Split and the 2020 Reverse Stock Split. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures. Significant estimates include the fair value of derivative instruments, stock-based compensation, recognition of clinical trial costs and other accrued liabilities. Actual results may differ from those estimates. |
Research and Development | Research and Development Research and development costs are charged to expense as incurred. Our research and development expenses consist primarily of expenditures for pre-clinical research, toxicology and other studies, manufacturing, clinical trials, compensation and consulting costs associated therewith. We incurred research and development expenses of $ 0.2 0.5 |
Cash Equivalents | Cash Equivalents For purposes of the statements of cash flows, we consider all highly liquid debt instruments purchased with a maturity date of three months or less to be cash equivalents. We maintain our cash in bank deposit accounts which, at times, may exceed applicable government mandate insurance limits. We have not experienced any losses in our accounts. We did no |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents. The Company places its cash and temporary cash investments with credit quality institutions. At times, such investments may exceed applicable government mandated insurance limits. Cash was $ 5,000 0.7 no |
Income (Loss) per Share | Income (Loss) per Share Basic income (loss) per share is calculated by dividing net income (loss) and net income (loss) attributable to common shareholders by the weighted average number of common shares outstanding for the period. The Company’s potentially dilutive securities are detailed in the table below. The potentially dilutive securities have been excluded from the computation of diluted weighted average shares outstanding as of December 31, 2022 and 2021, as they would be anti-dilutive. Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share Year Ended 2022 2021 Shares underlying warrants outstanding 1 23 Shares underlying convertible notes outstanding 49,569,961 35,204,931 Shares underlying convertible preferred stock outstanding 131,804,100 47,172,096 181,374,062 82,377,050 Diluted loss per share for the year ended December 31, 2021 is calculated as follows: Diluted loss per share Year ended December 31, 2021 Net income attributable to common shareholders $ 2,698 Income attributable to convertible instruments (4,928 ) Expense attributable to convertible instruments 829 Diluted loss attributable to common shareholders $ (1,401 ) Basic shares outstanding 7,645,186 Dilutive convertible instruments 13,487,262 Diluted shares outstanding 21,132,448 Diluted loss per share $ (0.07 ) |
Derivative Liability | Derivative Liability The Company has financial instruments that are considered derivatives or contain embedded features subject to derivative accounting. Embedded derivatives are valued separately from the host instrument and are recognized as derivative liabilities in the Company’s balance sheet. The Company measures these instruments at their estimated fair value and recognizes changes in their estimated fair value in results of operations during the period of change. The Company values its derivative liabilities using the Black-Scholes option valuation model. The resulting liability is valued at each reporting date and the change in the liability is reflected as change in derivative liability in the statement of operations. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Our short-term financial instruments, including cash, accounts payable and other liabilities, consist primarily of instruments with maturities of one year or less when acquired. We believe that the fair values of our current assets and current liabilities approximate their reported carrying amounts. The derivative liabilities consist of our convertible notes and Series F preferred stock with variable conversion features. The Company uses the Black-Scholes option-pricing model to value its derivative liabilities which incorporate the Company’s stock price, volatility, U.S. risk-free interest rate, dividend rate, and estimated life. |
Fair Value Measurements | Fair Value Measurements The U.S. GAAP Valuation Hierarchy establishes a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on our own assumptions used to measure assets and liabilities at fair value. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The Company has recorded a derivative liability for its convertible notes and preferred stock with variable conversion features as of December 31, 2022 and 2021. The tables below summarize the fair values of our financial liabilities as of December 31, 2022 and 2021 (in thousands): Schedule of fair values of financial liabilities Fair Value at Fair Value Measurement Using 2022 Level 1 Level 2 Level 3 Convertible notes $ 285 - - $ 285 Preferred stock 595 - - 595 Derivative liability $ 880 $ - $ - $ 880 Fair Value at Fair Value Measurement Using 2021 Level 1 Level 2 Level 3 Convertible notes $ 518 - - $ 518 Preferred stock 606 - - 606 Derivative liability $ 1,124 $ - $ - $ 1,124 The reconciliation of the derivative liability measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows (in thousands): Schedule of derivative liability measured at fair value on a recurring basis using unobservable inputs Year ended 2022 2021 Balance at beginning of year $ 1,124 $ 6,828 Additions to derivative instruments - 1,354 Reclassification on conversion (507 ) (3,371 ) Loss (gain) on change in fair value of derivative liability 263 (3,687 ) Balance at end of year $ 880 $ 1,124 |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the reversal of deferred tax liabilities during the period in which the related temporary difference becomes deductible. |
Stock-Based Compensation | Stock-Based Compensation We account for our stock-based compensation under ASC 718 “Compensation – Stock Compensation” using the fair value based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the shorter of the service period or the vesting period of the stock-based compensation. This guidance establishes standards for the accounting for transactions in which an entity exchanges it equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option pricing model. Determining the fair value of stock-based compensation at the grant date under this model requires judgment, including estimating volatility, employee stock option exercise behaviors and forfeiture rates. The assumptions used in calculating the fair value of stock-based compensation represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. |
Other Comprehensive Income | Other Comprehensive Income The Company does not have any activity that results in Other Comprehensive Income. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements There have not been any recent changes in accounting pronouncements and Accounting Standards Update (ASU) issued by the Financial Accounting Standards Board (FASB) during the year ended December 31, 2022 that are of significance or potential significance to the Company. |
SUMMARY OF CRITICAL ACCOUNTIN_3
SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share Year Ended 2022 2021 Shares underlying warrants outstanding 1 23 Shares underlying convertible notes outstanding 49,569,961 35,204,931 Shares underlying convertible preferred stock outstanding 131,804,100 47,172,096 181,374,062 82,377,050 |
Diluted loss per share | Diluted loss per share Year ended December 31, 2021 Net income attributable to common shareholders $ 2,698 Income attributable to convertible instruments (4,928 ) Expense attributable to convertible instruments 829 Diluted loss attributable to common shareholders $ (1,401 ) Basic shares outstanding 7,645,186 Dilutive convertible instruments 13,487,262 Diluted shares outstanding 21,132,448 Diluted loss per share $ (0.07 ) |
Schedule of fair values of financial liabilities | Schedule of fair values of financial liabilities Fair Value at Fair Value Measurement Using 2022 Level 1 Level 2 Level 3 Convertible notes $ 285 - - $ 285 Preferred stock 595 - - 595 Derivative liability $ 880 $ - $ - $ 880 Fair Value at Fair Value Measurement Using 2021 Level 1 Level 2 Level 3 Convertible notes $ 518 - - $ 518 Preferred stock 606 - - 606 Derivative liability $ 1,124 $ - $ - $ 1,124 |
Schedule of derivative liability measured at fair value on a recurring basis using unobservable inputs | Schedule of derivative liability measured at fair value on a recurring basis using unobservable inputs Year ended 2022 2021 Balance at beginning of year $ 1,124 $ 6,828 Additions to derivative instruments - 1,354 Reclassification on conversion (507 ) (3,371 ) Loss (gain) on change in fair value of derivative liability 263 (3,687 ) Balance at end of year $ 880 $ 1,124 |
SUPPLEMENTAL CASH FLOW INFORM_2
SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of additional information of cash flow | Schedule of additional information of cash flow Year Ended 2022 2021 Non-cash financial activities: Common stock issued on conversion of notes payable and derivative liability $ 790 $ 4,447 Debentures converted to common stock 462 2,694 Derivative liability extinguished upon conversion of notes payable 507 3,371 Derivative liability issued - 1,354 Accounts payable paid through issuance of debentures - 100 Accrued director fees forgiven and credited to paid in capital - 336 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses | Schedule of accrued expenses December 31, 2022 2021 Accrued compensation and benefits $ 1,326 $ 1,326 Accrued research and development 233 233 Accrued other 519 445 Total accrued expenses $ 2,078 $ 2,004 |
DERIVATIVE LIABILITY (Tables)
DERIVATIVE LIABILITY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of black scholes valuations of derivatives | Schedule of black scholes valuations of derivatives For the Years Ended December 31 2022 2021 Expected dividends 0 0 Expected volatility 198 260 205 262 Risk free interest rate 0.22 4.76 0.06 0.19 Expected term 3 12 3 6 |
STOCK OPTIONS (Tables)
STOCK OPTIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of stock option activity | Schedule of stock option activity Number of Weighted- average Weighted- average Outstanding at December 31, 2020 16 $ 355,342 Granted - $ - Settled with shares pursuant to merger (9 ) $ 477,238 Forfeited (7 ) $ 198,619 Outstanding at December 31, 2021 - $ - - |
WARRANTS (Tables)
WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Warrants | |
Schedule of transactions involving of warrants | Schedule of transactions involving of warrants Number of Weighted- average Weighted- average Outstanding at December 31, 2020 53 $ 5,033 Granted - $ - Forfeited (30 ) $ 22 Outstanding at December 31, 2021 23 $ 11,568 0.3 Granted - $ - Forfeited (22 ) $ 972 Outstanding at December 31, 2022 1 $ 244,688 0.6 Exercisable at December 31, 2022 1 $ 244,688 0.6 |
Schedule of outstanding common stock purchase warrants | Schedule of outstanding common stock purchase warrants Number of Weighted- average Expiration Issued to consultants 1 $ 244,688 August 2023 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assets and liabilities | Schedule of deferred tax assets and liabilities 2022 2021 Deferred tax assets: Net operating loss carryover $ 9,525 $ 9,343 Stock-based compensation - 1,920 Accrued compensation 334 334 Other 30 30 Tax credits 496 485 Total deferred tax assets 10,385 12,112 Less: valuation allowance (10,385 ) (12,112 ) Net deferred tax assets $ - $ - |
Schedule of actual tax benefit differs from the expected tax benefit | Schedule of actual tax benefit differs from the expected tax benefit 2021 2020 Statutory federal income tax rate (21.0 )% (21.0 )% State income taxes, net of federal benefits (7.0 )% (7.0 )% Non-deductible items (240.8 )% 38.3 % Valuation allowance 268.8 % (10.3 )% Effective income tax rate - % - % |
BACKGROUND (Details Narrative)
BACKGROUND (Details Narrative) - USD ($) | 12 Months Ended | |||||
Sep. 02, 2021 | Dec. 31, 2022 | Jun. 30, 2021 | Jan. 31, 2021 | Oct. 31, 2020 | Mar. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||||||
Debt securities sold | $ 250,000 | |||||
Reverse stock split | the Board of Directors approved a one-for-seventy-five (1-for-75) Reverse Stock Split. | 1-for-75 | ||||
Common stock shares issued | 866,667 | |||||
Payment for expenses and costs | $ 25,000 | |||||
Proceeds from equity financing | $ 5,000,000 | |||||
Percentage of issued and outstanding shares of common stock | 54.14% | |||||
Series F Preferred Stocks [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Convertible preferred stock | 8,000 | |||||
Cash [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Debt securities sold | $ 500,000 | $ 500,000 | $ 500,000 | |||
Intellectual Property [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Description of cancellation of a license agreement | In October 2020, pursuant to the cancellation of a license agreement whereby we previously licensed US Patent 9,593,118, we reacquired the exclusive right to such patent that covers both A2B and dual A2A/A2B antagonists. Accordingly, going forward our major focus will be to: (i) further characterization of the anti-cancer activity of our unique pipeline delivery platform containing A2B and dual A2A/A2B antagonists, leading to selection of a clinical candidate or candidates for an Investigative New Drug or IND enabling studies; and (ii) licensing and/or partnering our delivery platform and the A2B and dual A2A/A2B antagonists for further development. |
MANAGEMENT_S PLANS TO CONTINU_2
MANAGEMENT’S PLANS TO CONTINUE AS A GOING CONCERN (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Jan. 31, 2021 |
Managements Plans To Continue As Going Concern | ||||
Working capital deficit | $ 5,200,000 | |||
Accumulated deficit | 65,297,000 | $ 64,277,000 | ||
Cash balances | $ 5,000 | $ 700,000 | ||
Percentage of total assets | 100% | |||
Amount raised | $ 500,000 | $ 500,000 |
SUMMARY OF CRITICAL ACCOUNTIN_4
SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Shares underlying, outstanding | 181,374,062 | 82,377,050 |
Convertible Preferred Stock [Member] | ||
Shares underlying, outstanding | 131,804,100 | 47,172,096 |
Convertible Debt [Member] | ||
Shares underlying, outstanding | 49,569,961 | 35,204,931 |
Warrant [Member] | ||
Shares underlying, outstanding | 1 | 23 |
SUMMARY OF CRITICAL ACCOUNTIN_5
SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES (Details 1) | 12 Months Ended |
Dec. 31, 2021 USD ($) $ / shares shares | |
Accounting Policies [Abstract] | |
Net income attributable to common shareholders | $ 2,698 |
Income attributable to convertible instruments | (4,928) |
Expense attributable to convertible instruments | 829 |
Diluted loss attributable to common shareholders | $ (1,401) |
Basic shares outstanding | shares | 7,645,186 |
Dilutive convertible instruments | shares | 13,487,262 |
Diluted shares outstanding | shares | 21,132,448 |
Diluted loss per share | $ / shares | $ (0.07) |
SUMMARY OF CRITICAL ACCOUNTIN_6
SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES (Details 2) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
DerivativeLiabilityDisclosure [Line Items] | ||
Convertible notes | $ 285 | $ 518 |
Preferred stock | 595 | 606 |
Derivative liability | 880 | 1,124 |
Fair Value, Inputs, Level 1 [Member] | ||
DerivativeLiabilityDisclosure [Line Items] | ||
Convertible notes | ||
Preferred stock | ||
Derivative liability | ||
Fair Value, Inputs, Level 2 [Member] | ||
DerivativeLiabilityDisclosure [Line Items] | ||
Convertible notes | ||
Preferred stock | ||
Derivative liability | ||
Fair Value, Inputs, Level 3 [Member] | ||
DerivativeLiabilityDisclosure [Line Items] | ||
Convertible notes | 285 | 518 |
Preferred stock | 595 | 606 |
Derivative liability | $ 880 | $ 1,124 |
SUMMARY OF CRITICAL ACCOUNTIN_7
SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES (Details 3) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Balance at beginning of year | $ 1,124 | $ 6,828 |
Additions to derivative instruments | 1,354 | |
Reclassification on conversion | (507) | (3,371) |
Loss (gain) on change in fair value of derivative liability | 263 | (3,687) |
Balance at end of year | $ 880 | $ 1,124 |
SUMMARY OF CRITICAL ACCOUNTIN_8
SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES (Details Narrative) - USD ($) | 12 Months Ended | ||
Sep. 02, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | |||
Reverse stock split, description | the Board of Directors approved a one-for-seventy-five (1-for-75) Reverse Stock Split. | 1-for-75 | |
Research and development | $ 200,000 | $ 500,000 | |
Cash equivalents | 0 | 0 | |
Cash | 5,000 | 700,000 | |
Uninsured amount | $ 0 | $ 0 |
SUPPLEMENTAL CASH FLOW INFORM_3
SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Non-cash financial activities: | ||
Common stock issued on conversion of notes payable and derivative liability | $ 790 | $ 4,447 |
Debentures converted to common stock | 462 | 2,694 |
Derivative liability extinguished upon conversion of notes payable | 507 | 3,371 |
Derivative liability issued | 1,354 | |
Accounts payable paid through issuance of debentures | 100 | |
Accrued director fees forgiven and credited to paid in capital | $ 336 |
INTELLECTUAL PROPERTY (Details
INTELLECTUAL PROPERTY (Details Narrative) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Payments in cash and common stock | $ 212,000 |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued compensation and benefits | $ 1,326 | $ 1,326 |
Accrued research and development | 233 | 233 |
Accrued other | 519 | 445 |
Total accrued expenses | $ 2,078 | $ 2,004 |
DERIVATIVE LIABILITY (Details)
DERIVATIVE LIABILITY (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
Measurement Input, Expected Dividend Rate [Member] | ||
Derivative [Line Items] | ||
Derivative liability measurement input | 0% | 0% |
Measurement Input, Price Volatility [Member] | Minimum [Member] | ||
Derivative [Line Items] | ||
Derivative liability measurement input | 198% | 205% |
Measurement Input, Price Volatility [Member] | Maximum [Member] | ||
Derivative [Line Items] | ||
Derivative liability measurement input | 260% | 262% |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | ||
Derivative [Line Items] | ||
Derivative liability measurement input | 0.22% | 0.06% |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | ||
Derivative [Line Items] | ||
Derivative liability measurement input | 4.76% | 0.19% |
Measurement Input, Expected Term [Member] | Minimum [Member] | ||
Derivative [Line Items] | ||
Derivative liability term | 3 months | 3 months |
Measurement Input, Expected Term [Member] | Maximum [Member] | ||
Derivative [Line Items] | ||
Derivative liability term | 12 months | 6 months |
DERIVATIVE LIABILITY (Details N
DERIVATIVE LIABILITY (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Gain and loss on change in fair value of the derivative liability | $ 300 | $ 3,700 |
Derivative Liability | $ 900 | $ 1,100 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Rental expenses | $ 0 | $ 0 |
CAPITAL STOCK AND STOCKHOLDER_2
CAPITAL STOCK AND STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Sep. 02, 2021 | Oct. 06, 2020 | May 02, 2020 | Dec. 31, 2018 | Apr. 30, 2017 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2016 | Dec. 31, 2015 | |
Class of Stock [Line Items] | ||||||||||
Preferred stock, shares outstanding | 0 | 0 | ||||||||
Preferred stock, shares authorized | 29,978,846 | 29,978,846 | ||||||||
Preferred stock, stated value | $ 0.0001 | $ 0.0001 | ||||||||
Preferred stock shares issued | 0 | 0 | ||||||||
Conversion price, description | As a result of past equity financings and conversions of debentures, the conversion prices of (i) our Series A Preferred Stock has been reduced to $29,812.50 per share at December 31, 2022, (ii) our Series B Preferred Stock has been reduced to $0.0217 per share at December 31, 2022, (iii) 200 shares of our Series C preferred stock has been reduced to $1,125.00 per share at December 31, 2022, (iv) 90.43418 shares of our Series C Preferred Stock has been reduced to $562.50 per share at December 31, 2022. | |||||||||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | ||||||||
Common stock, shares outstanding | 32,132,907 | 11,769,221 | ||||||||
Reverse stock split, description | the Board of Directors approved a one-for-seventy-five (1-for-75) Reverse Stock Split. | 1-for-75 | ||||||||
Common stock shares issued activity | 20,363,686 | 9,290,364 | ||||||||
Common stock valued activity | $ 789,699 | $ 4,447,246 | ||||||||
Principal amount activity convertible | 461,972 | 2,693,596 | ||||||||
Gain of conversion of debt activity | $ 23,746 | $ 1,116,424 | ||||||||
Directors fees waived | $ 435,667 | |||||||||
Directors fees waived description | the aggregate payment of $100,000 (of which $50,000 was paid in November 2020 and $50,000 in February 2021) and (ii) immediately prior to the announcement that the Company has received approval from the FDA to commence its first Phase 1 clinical trial after March 1, 2021 (which has yet to occur), common stock purchase options with an aggregate Black Scholes’ value of $80,000, having an exercise price equal to the closing price on the day preceding the announcement, and a term of 10 years. The difference between the amount waived of $435,667 and the cash paid of $100,000 has been credited to paid in capital during 2021. | |||||||||
Series A Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock, shares outstanding | 134 | 134 | ||||||||
Conversion price per share | $ 29,812.50 | |||||||||
Preferred stock, shares authorized | 1,854 | 1,854 | ||||||||
Preferred stock, stated value | $ 0.0001 | $ 0.0001 | $ 1,000 | |||||||
Preferred stock shares issued | 134 | 134 | 1,853 | |||||||
Series B Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock, shares outstanding | 71 | 71 | ||||||||
Conversion price per share | $ 0.0217 | |||||||||
Preferred stock, shares authorized | 1,000 | 1,000 | ||||||||
Preferred stock, stated value | $ 0.0001 | $ 0.0001 | $ 1,000 | |||||||
Preferred stock shares issued | 71 | 71 | 1,000 | |||||||
Series C Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock, shares outstanding | 290 | 290 | ||||||||
Conversion price per share | $ 1,125 | |||||||||
Preferred stock, shares authorized | 300 | 300 | ||||||||
Preferred stock, stated value | $ 1,000 | $ 0.0001 | $ 0.0001 | |||||||
Preferred stock shares issued | 290.43148 | 290 | 290 | |||||||
[custom:PreferredStockSharesValued-0] | $ 562.50 | |||||||||
[custom:BeneficialOwnershipLimitation] | 90.43418 | |||||||||
Series D Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock, shares outstanding | 5,000 | 5,000 | ||||||||
Conversion price per share | $ 281.25 | |||||||||
Preferred stock, shares authorized | 5,000 | 5,000 | 5,000 | |||||||
Preferred stock, par value | $ 0.0001 | |||||||||
Preferred stock, stated value | $ 1 | $ 0.0001 | $ 0.0001 | |||||||
Preferred stock shares issued | 5,000 | 5,000 | 5,000 | |||||||
Proceeds of preferred stock | $ 5,000 | |||||||||
Series E Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock, shares outstanding | 5,000 | 5,000 | ||||||||
Preferred stock, shares authorized | 5,000 | 5,000 | ||||||||
Preferred stock, stated value | $ 0.0001 | $ 0.0001 | ||||||||
Preferred stock shares issued | 5,000 | 5,000 | ||||||||
Series F Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock, shares outstanding | 8,000 | 8,000 | ||||||||
Preferred stock, stated value | $ 10 | |||||||||
Preferred stock, shares authorized | 8,000 | 8,000 | ||||||||
Preferred stock, stated value | $ 0.0001 | $ 0.0001 | ||||||||
Preferred stock shares issued | 8,000 | 8,000 | ||||||||
Series F Preferred Stock [Member] | Ridgeway Therapeutics, Inc [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock issued during period, shares | 8,000 | |||||||||
Series E 0% Convertible Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock, stated value | $ 1 | |||||||||
Sale of stock, shares | 5,000 | |||||||||
Sale of stock value | $ 5,000 | |||||||||
Sale of stock, price per share | $ 1 | |||||||||
Conversion price per share | $ 22.50 | |||||||||
Preferred Stock, Voting Rights | each share of Series E Preferred Stock held by a holder, as such, is entitled to 1,333 votes. |
STOCK OPTIONS (Details)
STOCK OPTIONS (Details) - Equity Option [Member] | 12 Months Ended |
Dec. 31, 2021 $ / shares shares | |
Offsetting Assets [Line Items] | |
Number of shares outstanding at beginning | shares | 16 |
Weighted average exercise price outstanding at beginning | $ / shares | $ 355,342 |
Number of shares granted | shares | |
Weighted average exercise price granted | $ / shares | |
Settled with shares pursuant to merger | shares | (9) |
Weighted average exercise price, Settled with shares pursuant to merger | $ / shares | $ 477,238 |
Number of shares Forfeited | shares | (7) |
Weighted average exercise price forfeited | $ / shares | $ 198,619 |
Number of shares outstanding at ending | shares | |
Weighted average exercise price outstanding at ending | $ / shares |
STOCK OPTIONS (Details Narrativ
STOCK OPTIONS (Details Narrative) | Dec. 31, 2022 shares |
Share-Based Payment Arrangement [Abstract] | |
Number of share option outstanding | 0 |
WARRANTS (Details)
WARRANTS (Details) - Warrant [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Number of shares outstanding at beginning | 23 | 53 |
Weighted average exercise price outstanding at beginning | $ 11,568 | $ 5,033 |
Weighted- average remaining contractual term at beginning | 3 months 18 days | |
Number of shares granted | ||
Weighted average exercise price granted | ||
Number of shares forfeited | (22) | (30) |
Weighted average exercise price forfeited | $ 972 | $ 22 |
Number of shares outstanding at ending | 1 | 23 |
Weighted average exercise price outstanding at ending | $ 244,688 | $ 11,568 |
Weighted- average remaining contractual term at ending | 7 months 6 days | |
Warrant exercisable | $ 1 | |
Weighted average exercise price warrant exercisable | $ 244,688 | |
Weighted- average remaining contractual term, exercisable | 7 months 6 days |
WARRANTS (Details 1)
WARRANTS (Details 1) - Warrant [Member] - Consultant [Member] | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Number of shares | shares | 1 |
Weighted Average Exercise price | $ / shares | $ 244,688 |
Expiration date ending | August 2023 |
CONVERTIBLE DEBENTURES AND NO_2
CONVERTIBLE DEBENTURES AND NOTES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||
Jan. 12, 2021 | Mar. 06, 2020 | Dec. 13, 2018 | Jul. 03, 2018 | Sep. 12, 2017 | Sep. 12, 2017 | Jun. 18, 2021 | Oct. 23, 2020 | Jul. 16, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | |
Conversion price, description | As a result of past equity financings and conversions of debentures, the conversion prices of (i) our Series A Preferred Stock has been reduced to $29,812.50 per share at December 31, 2022, (ii) our Series B Preferred Stock has been reduced to $0.0217 per share at December 31, 2022, (iii) 200 shares of our Series C preferred stock has been reduced to $1,125.00 per share at December 31, 2022, (iv) 90.43418 shares of our Series C Preferred Stock has been reduced to $562.50 per share at December 31, 2022. | ||||||||||
Derivative liability | $ 900,000 | $ 1,100,000 | |||||||||
Unamortized of debt discount | 0 | 212,000 | |||||||||
Debt conversion amount | 462,000 | 2,694,000 | |||||||||
Finance cost | 254,000 | ||||||||||
Remaining debt outstanding | 285,000 | 518,000 | |||||||||
Imputed interest on debenture | 15,500 | ||||||||||
June 2021 Debenture [Member] | |||||||||||
Principal amount | $ 600,000 | ||||||||||
Cash received | 500,000 | ||||||||||
Cancellation amount | $ 100,000 | ||||||||||
Beneficial ownership limitation percentage | 9.99% | ||||||||||
Conversion price, description | have a conversion price equal to the lesser of $24.75 and 85% of the lowest Volume Weighted Average Price (VWAP) during the five (5) trading days immediately prior to the conversion date, subject to adjustment, as described therein. | ||||||||||
Maturity date | Dec. 31, 2023 | ||||||||||
Converted debentures | 461,972 | 38,028 | |||||||||
Debentures remaining amount | 100,000 | ||||||||||
Derivative liability | $ 644,457 | ||||||||||
Debt discount | 600,000 | ||||||||||
Interest Expense, Debt | $ 44,457 | ||||||||||
Debt discount | 54,292 | 324,561 | |||||||||
Amortization of debt charged off | 203,458 | $ 17,689 | |||||||||
Unamortized of debt discount | 0 | ||||||||||
January 2021 Debenture [Member] | |||||||||||
Principal amount | $ 500,000 | ||||||||||
Cash received | $ 500,000 | ||||||||||
Beneficial ownership limitation percentage | 9.99% | ||||||||||
Conversion price, description | has a conversion price equal to the lesser of $24.75 and 85% of the lowest VWAP during the five (5) trading days immediately prior to the conversion date, subject to adjustment, as described therein. | ||||||||||
Maturity date | Jan. 12, 2022 | ||||||||||
Derivative liability | $ 709,835 | ||||||||||
Debt discount | 500,000 | ||||||||||
Interest Expense, Debt | $ 209,835 | ||||||||||
Debt discount | 327,450 | ||||||||||
Gain on charged off conversion of debentures | 172,550 | ||||||||||
October 2020 Debentures [Member] | |||||||||||
Principal amount | $ 600,000 | ||||||||||
Cash received | 500,000 | ||||||||||
Cancellation amount | $ 100,000 | ||||||||||
Beneficial ownership limitation percentage | 9.99% | ||||||||||
Conversion price, description | have a conversion price equal to the lesser of (i) $24.75 and (ii) 85% of the lowest volume-weighted average price during the five trading days immediately prior to the date of conversion. | ||||||||||
Maturity date | Oct. 23, 2021 | ||||||||||
Debt discount | 600,000 | ||||||||||
Debt discount | 176,389 | ||||||||||
Gain on charged off conversion of debentures | 311,111 | ||||||||||
Debt conversion amount | 500,000 | ||||||||||
Debt conversion amount remains outstanding | 100,000 | ||||||||||
Fair value intial derivative liability | 619,627 | ||||||||||
Interest expense | 19,627 | ||||||||||
March 2020 Debentures [Member] | |||||||||||
Principal amount | $ 250,000 | ||||||||||
Beneficial ownership limitation percentage | 9.99% | ||||||||||
Conversion price, description | Debentures have a conversion price equal to the lesser of (i) $24.75 and (ii) 85% of the lowest volume-weighted average price during the five trading days immediately prior to the date of conversion. The maturity date of the debentures has been extended to June 30, 2021. | ||||||||||
Maturity date | Jul. 16, 2020 | ||||||||||
November 2019 Debentures [Member] | |||||||||||
Debt conversion amount | 26,235 | ||||||||||
Accounts payable | 26,235 | ||||||||||
October 2019 Debentures [Member] | |||||||||||
Debt conversion amount | $ 96,000 | ||||||||||
July 2019 Debenture [Member] | |||||||||||
Principal amount | $ 154,000 | ||||||||||
Conversion price, description | by the investor upon 61 days’ notice. The July 2019 Debentures have a conversion price equal to the lesser of (i) $24.75 and (ii) 85% of the lowest volume-weighted average price during the five trading days immediately prior to the date of conversion. | ||||||||||
Finance cost | $ 154,000 | ||||||||||
July 2019 Debenture [Member] | Minimum [Member] | |||||||||||
Beneficial ownership limitation percentage | 4.99% | ||||||||||
July 2019 Debenture [Member] | Maximum [Member] | |||||||||||
Beneficial ownership limitation percentage | 9.99% | ||||||||||
December 2018 Debentures [Member] | |||||||||||
Principal amount | $ 25,000 | ||||||||||
Cash received | $ 25,000 | ||||||||||
Maturity date | Jun. 30, 2019 | ||||||||||
Interest rate | 10% | ||||||||||
Trading price | 75% | ||||||||||
July 2018 Debentures [Member] | |||||||||||
Principal amount | $ 515,000 | ||||||||||
Cash received | 500,000 | ||||||||||
Cancellation amount | 15,000 | ||||||||||
Debt conversion amount | $ 515,000 | ||||||||||
September 2017 Debentures [Member] | |||||||||||
Principal amount | $ 320,000 | ||||||||||
Cash received | 250,000 | ||||||||||
Cancellation amount | 70,000 | $ 70,000 | |||||||||
Debt conversion amount | $ 589,334 | ||||||||||
Remaining debt outstanding | $ 2,500,000 | $ 2,500,000 | $ 110,072 | ||||||||
Stated value of the preferred shares | 1,614 | ||||||||||
Preferred shares exchanged | 890 | 890 | |||||||||
September 2017 Debentures [Member] | Series A Convertible Preferred Stock [Member] | |||||||||||
Stated value of the preferred shares | $ 1,600,000 | $ 1,600,000 | |||||||||
September 2017 Debentures [Member] | Series B Convertible Preferred Stock [Member] | |||||||||||
Stated value of the preferred shares | $ 900,000 | $ 900,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 5 Months Ended | 12 Months Ended | ||
Aug. 15, 2015 | Dec. 31, 2021 | Dec. 31, 2022 | Sep. 30, 2021 | |
Related Party Transaction [Line Items] | ||||
Legal fees | $ 15,844 | |||
Convertible debentures | $ 20,000 | |||
Imputed interest on debentures | 14,500 | |||
Silvestre Law Group P C [Member] | ||||
Related Party Transaction [Line Items] | ||||
Payment to related parties | $ 10,000 | |||
Legal fees | $ 84,224 | 54,141 | 125,844 | |
Payment for monthly fee | 40,000 | 110,000 | ||
Amount due to related party | $ 294,005 | 309,848 | ||
Convertible debentures | $ 290,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating loss carryover | $ 9,525 | $ 9,343 |
Stock-based compensation | 1,920 | |
Accrued compensation | 334 | 334 |
Other | 30 | 30 |
Tax credits | 496 | 485 |
Total deferred tax assets | 10,385 | 12,112 |
Less: valuation allowance | (10,385) | (12,112) |
Net deferred tax assets |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal income tax rate | (21.00%) | (21.00%) |
State income taxes, net of federal benefits | (7.00%) | (7.00%) |
Non-deductible items | (240.80%) | 38.30% |
Valuation allowance | 268.80% | (10.30%) |
Effective income tax rate |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 44,000,000 | |
Net operating loss carryforwards expire amount | $ 39,900,000 | |
Expiration period | expire at various dates through 2037. | |
Research and development tax credits | $ 496,000 | |
Expiration period for tax credit | expire from 2028 through 2042. | |
Change in valuation allowance | $ 1,700,000 | $ 306,000 |